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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Premier Biomedical Inc (PK) | USOTC:BIEI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.00005 | -11.11% | 0.0004 | 0.0004 | 0.0006 | 0.00055 | 0.0004 | 0.0005 | 1,264,013 | 18:19:07 |
Nevada
|
27-2635666
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
P.O. Box 25
Jackson Center, PA
|
16133
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
(Do not
check if a smaller reporting company)
|
Emerging growth company ☒
|
PART I – FINANCIAL INFORMATION
|
3
|
|
|
3
|
|
|
|
24
|
|
|
|
30
|
|
|
|
30
|
|
|
|
PART
II – OTHER INFORMATION
|
31
|
|
|
31
|
|
|
|
31
|
|
|
|
31
|
|
|
|
32
|
|
|
|
33
|
|
|
|
33
|
|
|
|
33
|
|
For the Three
Months
|
For the Nine
Months
|
||
|
Ended September
30,
|
Ended September
30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Revenue
|
$3,465
|
$8,225
|
$12,975
|
$30,709
|
Cost of goods
sold
|
1,653
|
4,373
|
5,470
|
20,577
|
Gross
profit
|
1,812
|
3,852
|
7,505
|
10,132
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
General and
administrative
|
36,757
|
62,572
|
138,589
|
139,881
|
Professional
fees
|
29,609
|
22,613
|
88,604
|
100,953
|
Total operating
expenses
|
66,366
|
85,185
|
227,193
|
240,834
|
|
|
|
|
|
Net operating
loss
|
(64,554)
|
(81,333)
|
(219,688)
|
(230,702)
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
Interest
expense
|
(56,002)
|
(184,624)
|
(101,793)
|
(322,323)
|
Change in
derivative liabilities
|
(61,078)
|
(97,578)
|
(18,690)
|
655,808
|
Total other income
(expense)
|
(117,080)
|
(282,202)
|
(120,483)
|
333,485
|
|
|
|
|
|
Net income
(loss)
|
$(181,634)
|
$(363,535)
|
$(340,171)
|
$102,783
|
|
|
|
|
|
Weighted average
number of common shares outstanding - basic
|
26,817,415
|
3,306,069
|
14,837,666
|
3,058,442
|
Weighted average
number of common shares outstanding - fully diluted
|
26,817,415
|
3,306,069
|
14,837,666
|
3,070,392
|
|
|
|
|
|
Net income (loss)
per share - basic
|
$(0.01)
|
$(0.11)
|
$(0.02)
|
$0.03
|
Net income (loss)
per share - fully diluted
|
$(0.01)
|
$(0.11)
|
$(0.02)
|
$0.03
|
|
Series A Convertible
|
Series
B Convertible
|
|
|
Additional
|
|
|
Total
|
||
|
Preferred Stock
|
Preferred Stock
|
Common Stock
|
Paid-In
|
Subscriptions
|
Accumulated
|
Stockholders'
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Payable
|
Deficit
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2017
|
2,000,000
|
$2,000
|
-
|
$-
|
2,551,443
|
$26
|
$13,442,255
|
$273,805
|
$(16,328,812)
|
$(2,610,726)
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued on subsctiptions payable
|
-
|
-
|
-
|
-
|
254,703
|
2
|
273,803
|
(273,805)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued on debt conversions
|
-
|
-
|
-
|
-
|
183,161
|
2
|
64,998
|
-
|
-
|
65,000
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to derivative liability due to debt conversions
|
-
|
-
|
-
|
-
|
-
|
-
|
52,270
|
-
|
-
|
52,270
|
|
|
|
|
|
|
|
|
|
|
|
Net
income for the three months ended March 31, 2018
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
566,324
|
566,324
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2018
|
2,000,000
|
$2,000
|
-
|
$-
|
2,989,307
|
$30
|
$13,833,326
|
$-
|
$(15,762,488)
|
$(1,927,132)
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the three months ended June 30, 2018
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(100,006)
|
(100,006)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2018
|
2,000,000
|
$2,000
|
-
|
$-
|
2,989,307
|
$30
|
$13,833,326
|
$-
|
$(15,862,494)
|
$(2,027,138)
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued on debt conversions
|
-
|
-
|
-
|
-
|
784,542
|
8
|
58,012
|
12,500
|
-
|
70,520
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to derivative liability due to debt conversions
|
-
|
-
|
-
|
-
|
-
|
-
|
76,401
|
-
|
-
|
76,401
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the three months ended Septmeber 30, 2018
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(363,535)
|
(363,535)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2018
|
2,000,000
|
$2,000
|
-
|
$-
|
3,773,849
|
$38
|
$13,967,739
|
$12,500
|
$(16,226,029)
|
$(2,243,752)
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued on subsctiptions payable
|
-
|
-
|
-
|
-
|
172,176
|
2
|
12,498
|
(12,500)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Series
B convertible preferred stock sold for cash
|
-
|
-
|
150,000
|
150
|
-
|
-
|
149,850
|
-
|
-
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued on debt conversions
|
-
|
-
|
-
|
-
|
1,694,385
|
17
|
74,737
|
5,345
|
-
|
80,099
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
of warrants at $0.00001 per share, related parties
|
-
|
-
|
-
|
-
|
12,000
|
-
|
30
|
-
|
-
|
30
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
issued for services, related parties
|
-
|
-
|
-
|
-
|
-
|
-
|
272,585
|
-
|
-
|
272,585
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
issued for services
|
-
|
-
|
-
|
-
|
-
|
-
|
24,359
|
-
|
-
|
24,359
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to derivative liability due to debt conversions
|
-
|
-
|
-
|
-
|
-
|
-
|
70,956
|
-
|
-
|
70,956
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the three months ended December 31, 2018
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(501,669)
|
(501,669)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2018
|
2,000,000
|
$2,000
|
150,000
|
$150
|
5,652,410
|
$57
|
$14,572,754
|
$5,345
|
$(16,727,698)
|
$(2,147,392)
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued on subscriptions payable
|
-
|
-
|
-
|
-
|
276,960
|
3
|
5,342
|
(5,345)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued on debt conversions
|
-
|
-
|
-
|
-
|
2,578,585
|
25
|
50,765
|
6,500
|
-
|
57,290
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to derivative liability due to debt conversions
|
-
|
-
|
-
|
-
|
-
|
-
|
48,807
|
-
|
-
|
48,807
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the three months ended March 31, 2019
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
68,511
|
68,511
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2019 (Unaudited)
|
2,000,000
|
$2,000
|
150,000
|
$150
|
8,507,955
|
$85
|
$14,677,668
|
$6,500
|
$(16,659,187)
|
$(1,972,784)
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued on debt conversions
|
-
|
-
|
-
|
-
|
5,024,475
|
50
|
42,658
|
(6,500)
|
-
|
36,208
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to derivative liability due to debt conversions
|
-
|
-
|
-
|
-
|
-
|
-
|
20,475
|
-
|
-
|
20,475
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the three months ended June 30, 2019
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(227,048)
|
(227,048)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2019 (Unaudited)
|
2,000,000
|
$2,000
|
150,000
|
$150
|
13,532,430
|
$135
|
$14,740,801
|
$-
|
$(16,886,235)
|
$(2,143,149)
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock issued on conversions
|
-
|
-
|
(16,220)
|
(16)
|
4,689,556
|
47
|
(31)
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued on debt conversions
|
-
|
-
|
-
|
-
|
30,994,824
|
310
|
97,319
|
-
|
-
|
97,629
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to derivative liability due to debt conversions
|
-
|
-
|
-
|
-
|
-
|
-
|
108,944
|
-
|
-
|
108,944
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the three months ended September 30, 2019
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(181,634)
|
(181,634)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2019 (Unaudited)
|
2,000,000
|
$2,000
|
133,780
|
$134
|
49,216,810
|
$492
|
$14,947,033
|
$-
|
$(17,067,869)
|
$(2,118,210)
|
|
For the Nine
Months
|
|
|
Ended September
30,
|
|
|
2019
|
2018
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
Net income
(loss)
|
$(340,171)
|
$102,783
|
Adjustments to
reconcile net income (loss)
|
|
|
to net cash used in
operating activities:
|
|
|
Depreciation
|
2,135
|
1,749
|
Change in fair
market value of derivative liabilities
|
18,690
|
(655,808)
|
Amortization of
debt discounts
|
59,556
|
306,442
|
Decrease (increase)
in assets:
|
|
|
Accounts
receivable
|
(295)
|
(1,654)
|
Inventory
|
5,469
|
(34,392)
|
Other current
assets
|
7,413
|
(3,242)
|
Increase (decrease)
in liabilities:
|
|
|
Accounts
payable
|
(71,855)
|
(39,787)
|
Accounts payable,
related parties
|
5,137
|
(10,443)
|
Accrued
interest
|
40,753
|
15,881
|
Net cash used in
operating activities
|
(273,168)
|
(318,471)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
Purchases of
property and equipment
|
(4,850)
|
(2,029)
|
Net cash used in
investing activities
|
(4,850)
|
(2,029)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
Proceeds from
convertible notes payable
|
308,400
|
300,000
|
Net cash provided
by financing activities
|
308,400
|
300,000
|
|
|
|
NET CHANGE IN
CASH
|
30,382
|
(20,500)
|
CASH AT BEGINNING
OF PERIOD
|
86,827
|
83,704
|
|
|
|
CASH AT END OF
PERIOD
|
$117,209
|
$63,204
|
|
|
|
SUPPLEMENTAL
INFORMATION:
|
|
|
Interest
paid
|
$1,484
|
$-
|
Income taxes
paid
|
$-
|
$-
|
|
|
|
NON-CASH INVESTING
AND FINANCING ACTIVITIES:
|
|
|
Value of preferred
stock converted to common stock
|
$44,913
|
$-
|
Value of debt
discounts
|
$304,311
|
$300,000
|
Value of derivative
adjustment due to debt conversions
|
$178,226
|
$128,671
|
Value of shares
issued for conversion of debt
|
$191,127
|
$135,520
|
|
Fair Value
Measurements at September 30, 2019
|
||
|
Level
1
|
Level
2
|
Level
3
|
Assets
|
|
|
|
Cash
|
$117,209
|
$-
|
$-
|
Total
assets
|
117,209
|
-
|
-
|
Liabilities
|
|
|
|
Convertible notes
payable, net of discounts
|
-
|
192,286
|
-
|
Derivative
liabilities
|
-
|
-
|
1,838,652
|
Total
liabilities
|
-
|
192,286
|
1,838,652
|
|
$117,209
|
$(192,286)
|
$(1,838,652)
|
|
Fair Value
Measurements at December 31, 2018
|
||
|
Level
1
|
Level
2
|
Level
3
|
Assets
|
|
|
|
Cash
|
$86,827
|
$-
|
$-
|
Total
assets
|
86,827
|
-
|
-
|
Liabilities
|
|
|
|
Convertible notes
payable, net of discounts
|
-
|
309,637
|
-
|
Derivative
liabilities
|
-
|
-
|
1,690,304
|
Total
liabilities
|
-
|
309,637
|
1,690,304
|
|
$86,827
|
$(309,637)
|
$(1,690,304)
|
|
September 30,
|
December
31,
|
|
2019
|
2018
|
|
|
|
On September 12,
2019, the Company received net proceeds of $22,000, carrying a
$25,750 face value, in exchange for a 12% interest bearing;
unsecured convertible promissory note maturing on
September 12, 2020 (“Third Crown Bridge Partners
Note”). The note is convertible at 60% of the lowest traded
price of the Common Stock in the twenty (20) Trading Days prior to
the Conversion Date. In addition, the holder is entitled to deduct
$500 from the conversion amount in each conversion to cover the
holder’s deposit fees.
|
$25,750
|
$-
|
|
|
|
On August 15, 2019,
the Company received net proceeds of $40,000, carrying a $43,000
face value, in exchange for a 10% interest bearing; unsecured
convertible promissory note maturing on August 15, 2020
(“Fifth Power Up Lending Note”). The note is
convertible 180 days from the date of the note at 61% of the
average of the two lowest closing bid prices of the Common Stock in
the twenty (20) Trading Days prior to the Conversion
Date.
|
43,000
|
-
|
|
|
|
On August 2, 2019,
the Company received net proceeds of $35,000, carrying a $38,000
face value, in exchange for a 10% interest bearing; unsecured
convertible promissory note maturing on August 2, 2020
(“Fourth Power Up Lending Note”). The note is
convertible 180 days from the date of the note at 61% of the
average of the two lowest closing bid prices of the Common Stock in
the twenty (20) Trading Days prior to the Conversion
Date.
|
38,000
|
-
|
|
|
|
On July 2, 2019,
the Company received net proceeds of $31,400, carrying a $36,050
face value, in exchange for a 12% interest bearing; unsecured
convertible promissory note maturing on June 27, 2020
(“Second Crown Bridge Partners Note”). The note is
convertible at 60% of the lowest traded price of the Common Stock
in the twenty (20) Trading Days prior to the Conversion Date. In
addition, the holder is entitled to deduct $500 from the conversion
amount in each conversion to cover the holder’s deposit
fees.
|
36,050
|
-
|
|
|
|
On June 7, 2019,
the Company received net proceeds of $35,000, carrying a $38,000
face value, in exchange for a 10% interest bearing; unsecured
convertible promissory note maturing on June 7, 2020
(“Third Power Up Lending Note”). The note is
convertible 180 days from the date of the note at 61% of the
average of the two lowest closing bid prices of the Common Stock in
the twenty (20) Trading Days prior to the Conversion
Date.
|
38,000
|
-
|
|
|
|
On April 23, 2019,
the Company received net proceeds of $35,000, carrying a $38,000
face value, in exchange for a 10% interest bearing; unsecured
convertible promissory note maturing on April 23, 2020
(“Second Power Up Lending Note”). The note is
convertible 180 days from the date of the note at 61% of the
average of the two lowest closing bid prices of the Common Stock in
the twenty (20) Trading Days prior to the Conversion
Date.
|
38,000
|
-
|
|
|
|
On March 27, 2019,
the Company entered into a securities purchase agreement with Crown
Bridge Partners, LLC to sell convertible notes with a face value of
$154,500, with net proceeds of $141,000 after the deduction of an
original issue discount of $13,500 on a 12% interest bearing;
unsecured convertible promissory note with the first twelve months
of interest of each tranche guaranteed. The maturity date for each
tranche funded shall be twelve (12) months from the effective date
of each payment. The note is payable in tranches with the first
tranche, which was received on April 17, 2019, carrying a $51,500
face value, with net proceeds of $47,000 after a $4,500 original
issue discounts (“First Crown Bridge Partners Note”).
The note is convertible at 60% of the lowest traded price of the
Common Stock in the twenty (20) Trading Days prior to the
Conversion Date. In addition, the holder is entitled to deduct $500
from the conversion amount in each conversion to cover the
holder’s deposit fees.
|
51,500
|
-
|
|
|
|
On March 26, 2019,
the Company received proceeds of $68,000 in exchange for a 10%
interest bearing; unsecured convertible promissory note maturing on
March 26, 2020 (“First Power Up Lending Note”).
The note is convertible 180 days from the date of the note at 61%
of the average of the two lowest closing bid prices of the Common
Stock in the twenty (20) Trading Days prior to the Conversion Date.
A total of $7,400 of principal was converted into 1,947,368 shares
of common stock on September 30, 2019.
|
60,600
|
-
|
|
|
|
On July 11, 2018,
the Company received proceeds of $120,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
October 31, 2018 (“Third Red Diamond Note”). The
note is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date. A total of $59,959 of principal was converted into 11,641,667
shares of common stock over various dates between
July 27, 2018 and September 26, 2019. Currently
in default.
|
60,041
|
94,080
|
|
|
|
On July 11, 2018,
the Company received proceeds of $60,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
October 31, 2018 (“Third SEG-RedaShex Note”). The
note is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date. Currently in default.
|
60,000
|
60,000
|
|
|
|
On April 24, 2018,
the Company received proceeds of $30,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
July 31, 2018 (“Second Red Diamond Note”). The
note is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date. A total of $32,553, consisting of $30,000 of principal and
$2,553 of interest, was converted into 11,110,400 shares of common
stock over various dates between August 8, 2019 and
September 3, 2019.
|
-
|
30,000
|
|
|
|
On April 24, 2018,
the Company received proceeds of $30,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
July 31, 2018 (“Second SEG-RedaShex Note”). The
note is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date. A total of $12,636 of principal was converted into 3,510,000
shares of common stock over various dates between
September 10, 2019 and
September 17, 2019.Currently in default.
|
17,364
|
30,000
|
|
|
|
On March 1, 2018,
the Company received proceeds of $30,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
May 31, 2018 (“First SEG-RedaShex Note”). The note
is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date. A total of $30,000 of principal was converted into an
aggregate of 4,262,416 shares of common stock at various dates
between January 2, 2019 and
August 15, 2019.
|
-
|
30,000
|
|
|
|
On October 30,
2017, the Company received proceeds of $50,000 in exchange for an
8% interest bearing; unsecured convertible promissory note maturing
on January 31, 2018 (“Second Diamond Rock Note”).
The note is convertible at 60% of the lowest traded price of the
Common Stock in the fifteen (15) Trading Days prior to the
Conversion Date. A $15,000 loss was recognized during the fourth
quarter of 2018 due to the enactment of default provision. A total
of $76,150, consisting of $65,000 of principal and $11,150 of
interest, was converted into 5,169,160 shares of common stock over
various dates between December 12, 2018 and
June 7, 2019.
|
-
|
55,057
|
|
|
|
On August 8, 2017,
the Company entered into an exchange agreement with Diamond Rock,
LLC whereby they exchanged (i) the 13,333,334 Series A Warrants
purchased in the First Closing, (ii) the 13,333,334 Series B
Warrants purchased in the First Closing, and (iii) the 10,101,011
shares of common stock purchased in the Second Closing (the
“Exchange Securities”) for a $50,000 convertible note
(“First Diamond Rock Note”) issued by the Company,
bearing interest at 8% interest and maturing on November 30, 2017.
The notes are convertible at 50% of the lowest traded price of the
Common Stock in the fifteen (15) Trading Days prior to the
Conversion Date. A $10,500 loss was recognized during the fourth
quarter of 2018 due to the enactment of default provision. A total
of $15,000 of principal was converted into an aggregate of 31,250
shares of common stock at various dates between
November 6, 2017 and November 13, 2017, and
another $35,000 of principal was converted into an aggregate of
751,550 shares of common stock at various dates between
October 12, 2018 and November 30, 2018, along
with $52,581 of principal that was converted into an aggregate of
4,099,700 shares of common stock at various dates between
January 11, 2019 and June 27, 2019. Currently
in default.
|
2,209
|
10,500
|
|
|
|
Total convertible
notes payable
|
470,514
|
309,637
|
Less unamortized
derivative discounts:
|
278,228
|
-
|
Convertible notes
payable
|
192,286
|
309,637
|
Less: current
portion
|
192,286
|
309,637
|
Convertible notes
payable, less current portion
|
$-
|
$-
|
|
Derivative
|
|
Liability
|
|
Total
|
Balance, December
31, 2017
|
$2,255,781
|
Increase
in derivative value due to issuances of convertible promissory
notes
|
336,643
|
Change
in fair market value of derivative liabilities due to the mark to
market adjustment
|
(702,493)
|
Debt
conversions
|
(199,627)
|
Balance, December
31, 2018
|
$1,690,304
|
Increase
in derivative value due to issuances of convertible promissory
notes
|
307,884
|
Change
in fair market value of derivative liabilities due to the mark to
market adjustment
|
18,690
|
Debt
conversions
|
(178,226)
|
Balance,
September 30, 2019
|
$1,838,652
|
|
September 30,
|
December
31,
|
|
2019
|
2018
|
|
|
|
Federal and state
statutory rate
|
21%
|
21%
|
Change in valuation
allowance on deferred tax assets
|
(21%)
|
(21%)
|
|
Three
Months
|
Three
Months
|
Nine
Months
|
Nine
Months
|
|
September
30,
|
September
30,
|
September
30,
|
September
30,
|
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Revenue
|
$3,465
|
$8,225
|
$12,975
|
$30,709
|
Cost of goods
sold
|
1,653
|
4,373
|
5,470
|
20,577
|
Gross
profit
|
1,812
|
3,852
|
7,505
|
10,132
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
General and
administrative
|
36,757
|
65,572
|
138,589
|
139,881
|
Professional
fees
|
29,609
|
22,613
|
88,604
|
100,953
|
Total operating
expenses
|
66,366
|
85,185
|
227,193
|
240,834
|
|
|
|
|
|
Net operating
loss
|
(64,554)
|
(81,333)
|
(219,688)
|
(230,702)
|
Other income
(expense)
|
(117,080)
|
(282,202)
|
(120,483)
|
333,485
|
|
|
|
|
|
Net income
(loss)
|
$(181,634)
|
$(363,535)
|
$(340,171)
|
$102,783
|
Exhibit
No.
|
|
Description of
Exhibits
|
|
|
|
3.1 (1)
|
|
Articles
of Incorporation of Premier Biomedical, Inc.
|
|
|
|
3.2 (2)
|
|
Amendment to Articles of Incorporation of Premier Biomedical,
Inc.
|
|
|
|
3.2 (1)
|
|
Bylaws of Premier Biomedical, Inc., as amended
|
|
|
|
3.3 (1)
|
|
Certificate of Designation of Series A Convertible Preferred
Stock
|
|
|
|
3.3 (3)
|
|
Certificate of Designation of Series B Convertible Preferred
Stock
|
|
|
|
10.1
(4)
|
|
Securities Purchase Agreement with Crown Bridge Partners, LLC
entered into on March 27, 2019
|
|
|
|
10.2
(4)
|
|
Convertible Promissory Note with Crown Bridge Partners, LLC entered
into on March 27, 2019
|
|
|
|
10.3
(4)
|
|
Securities Purchase Agreement with Power Up Lending Group, Ltd.
entered into on April 23, 2019
|
|
|
|
10.4
(4)
|
|
Convertible Promissory Note with Power Up Lending Group, Ltd.
entered into on April 23, 2019
|
|
|
|
10.5
(4)
|
|
Securities Purchase Agreement with Power Up Lending Group, Ltd.
entered into on June 7, 2019
|
|
|
|
10.6
(4)
|
|
Convertible Promissory Note with Power Up Lending Group, Ltd.
entered into on June 7, 2019
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
|
|
|
|
|
|
Chief
Executive Officer Certification Pursuant to 18 USC, Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
Chief
Financial Officer Certification Pursuant to 18 USC, Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
101.INS
|
|
XBRL
Instance Document
|
|
|
|
101.SCH
|
|
XBRL
Schema Document
|
|
|
|
101.CAL
|
|
XBRL
Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL
Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL
Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL
Presentation Linkbase Document
|
|
Premier Biomedical,
Inc.
|
|
|
|
|
|
|
Dated: November 14, 2019
|
|
/s/ William
A. Hartman
|
|
|
|
By: William A. Hartman |
|
|
|
Its: Chief Executive Officer |
|
1 Year Premier Biomedical (PK) Chart |
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